OPERATIONAL INDEMNITIES Sample Clauses

OPERATIONAL INDEMNITIES. 10.1 The Seller will indemnify and hold harmless on an after-tax basis each of the Indemnitees in respect of any and all Losses imposed on, incurred by or asserted against any such Indemnitees (regardless of when the same are incurred) in any way arising out of or connected in any way with the purchase, ownership, possession, registration, de-registration, transportation, management, sale, control, inspection, use or operation, condition, delivery, acceptance, maintenance, repair, service, modification, overhaul, removal of the Aircraft, or any loss of or damage to the Aircraft or relating to loss or destruction of or damage to any property, or death or injury to any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) any of the foregoing matters or any Losses which constitute Taxes (regardless of when imposed) which arise out of any act, omission, event or circumstance occurring in relation to the Aircraft prior to Delivery; other than: (i) Losses resulting from the gross negligence or wilful misconduct of such Indemnitees; or (ii) to the extent that such Losses arise out of any act, omission, event or circumstance occurring after Delivery; or (iii) any Losses which constitute Taxes which arise as the result of, or are imposed in respect of, the sale of the Aircraft by the Seller to the Buyer in accordance with this Agreement; or (iv) Losses which represent an operating or internal overhead expense except to the extent that the same arise as a consequence of a breach by the Seller of any of its obligations under the Buyback Documents; or (v) Losses which are the result of a breach by the Buyer of its obligations under the Buyback Documents or, as the case may be, by Airbus S.A.S. of its obligations under the Buyback Support Agreement; or (vi) any costs or expenses which the Buyer (or any Indemnitee) has expressly agreed to assume pursuant to this Agreement or any applicable Buyback Document; or (vii) Losses which arise out of any product liability claim. “[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission. 10.2 The Buyer agrees to use its reasonable efforts to obtain the subsequent operator of the Aircraft’s agreement to indemnify and hold the Indemnitees harmless in respect of any Losses imposed on, incurred by or asserted against any such Indemnitees in any way arising out of or connected in any way with the acts, omissions events or...
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OPERATIONAL INDEMNITIES. 10.3 The obligations of China Eastern and Airbus to make any payment pursuant to this Clause 10 are continuing obligations and shall remain in full force and effect notwithstanding any termination of this Agreement.
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OPERATIONAL INDEMNITIES. 10.1 Without prejudice to the terms of Clause 8.1 (Disclaimers), with respect to each Engine and with effect as of and from Delivery of such Engine: (A) Buyer shall indemnify and hold harmless each of the Seller Indemnitees from and against all Losses arising from any claim made by any third party with respect to the use, operation or possession of such Engine after Delivery of such Engine provided: (1) such claim is not made, or is not capable of being made, by such third party before Delivery of such Engine; (2) the incident giving rise to such claim occurs after Delivery of such Engine; (3) such Losses are not attributable to the use, operation or possession of such Engine before Delivery of such Engine; and (4) the indemnity in this Clause 10.1(A) shall not extend to Losses to the extent that such Losses: (a) are caused by the wilful misconduct or gross negligence of any Seller Indemnitee; (b) result from the failure by any Seller Indemnitee to comply with any of its obligations under any Transaction Document, (c) are a Tax or loss of Tax benefits; (d) are ordinary or usual operating or overhead expenses of any Seller Indemnitee; (e) are required to be borne by any Seller Indemnitee pursuant to the terms of any Transaction Document; or (f) arise from the legal liability of any Seller Indemnitee acting in its capacity as manufacturer, repairer or servicing agent of any Engine or any part thereof. (B) Seller shall indemnify and hold harmless each of the Buyer Indemnitees from and against all Losses arising from any claim made by any third party with respect to the use, operation or possession of such Engine before Delivery of such Engine provided: (1) such claim is made, or is capable of being made, by such third party before Delivery of such Engine; (2) the incident giving rise to such claim occurs before Delivery of such Engine; (3) such Losses are not attributable to the use, operation or possession of such Engine after Delivery of such Engine; and (4) the indemnity in this Clause 10.1(B) shall not extend to Losses to the extent that such Losses: (a) are caused by the wilful misconduct or gross negligence of any Buyer Indemnitee; (b) result from the failure by any Buyer Indemnitee to comply with any of its obligations under any Transaction Document, (c) are a Tax or loss of Tax benefits; (d) are ordinary or usual operating or overhead expenses of any Buyer Indemnitee; (e) are required to be borne by any Buyer Indemnitee pursuant to the terms of any Tr...
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OPERATIONAL INDEMNITIES. (ii) China Eastern A340-300 Buyback Agreement Reference CT1105153 12
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OPERATIONAL INDEMNITIES. 10.1 The Seller will indemnify and hold harmless on an after-tax basis each of the Indemnitees in respect of any and all Losses imposed on, incurred by or asserted against any such Indemnitees (regardless of when the same are incurred) in any way arising out of or connected in any way with the purchase, ownership, possession, registration, de-registration, transportation, management, sale, control, inspection, use or operation, condition, delivery, acceptance, maintenance, repair, service, modification, overhaul, removal of the Aircraft, or any loss of or damage to the Aircraft or relating to loss or destruction of or damage to any property, or death or injury to any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) “[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission. MSN 3371 Buyback Agreement 7 any of the foregoing matters or any Losses which constitute Taxes (regardless of when imposed) which arise out of any act, omission, event or circumstance occurring in relation to the Aircraft prior to Delivery; other than: (i) Losses resulting from the gross negligence or wilful misconduct of such Indemnitees; or (ii) to the extent that such Losses arise out of any act, omission, event or circumstance occurring after Delivery; or (iii) any Losses which constitute Taxes which arise as the result of, or are imposed in respect of, the sale of the Aircraft by the Seller to the Buyer in accordance with this Agreement; or (iv) Losses which represent an operating or internal overhead expense except to the extent that the same arise as a consequence of a breach by the Seller of any of its obligations under the Buyback Documents; or (v) Losses which are the result of a breach by the Buyer of its obligations under the Buyback Documents or, as the case may be, by Airbus S.A.S. of its obligations under the Buyback Support Agreement; or (vi) any costs or expenses which the Buyer (or any Indemnitee) has expressly agreed to assume pursuant to this Agreement or any applicable Buyback Document; or (vii) Losses which arise out of any product liability claim. 10.2 The Buyer agrees to use its reasonable efforts to obtain the subsequent operator of the Aircraft’s agreement to indemnify and hold the Indemnitees harmless in respect of any Losses imposed on, incurred by or asserted against any such Indemnitees in any way arising out of or connected in any way with ...
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OPERATIONAL INDEMNITIES. The Borrower agrees to indemnify each of the ----------------------- Security Trustee (in its individual capacity and as trustee), the Facility Agent, the Lenders and EXIM (each an "Indemnified Person") and each of their respective officers, directors, employees, servants and agents on the same terms as the Lessee undertakes to indemnify the Borrower in Clause 8.03, 8.08, 9.03, 9.04 and 15.03(g) of the Lease and subject to the provisions of Clauses 8.04 and 8.05 of the Lease except that all references therein regarding any such indemnity to "Lessee" shall be to "Borrower" and all references therein regarding any such indemnity to "Lessor" shall be to each "Indemnified Person", provided, however, that any Operational Taxes (as such term is defined in the Lease) which the Borrower may be required to indemnify any Indemnified Person (other than EXIM) for under this Agreement shall exclude any Income Taxes (as such term is defined in the Lease) imposed by any taxing authority of (i) the jurisdiction in which the Indemnified Person is organized, (ii) the jurisdiction in which the lending office, if any, of the Indemnified Person is located or (iii) any other jurisdiction through which the Indemnified Person acts for purposes of this Agreement (each an "Indemnitee Jurisdiction") and shall also exclude any other Taxes except to the extent such Taxes arise as a result of or in connection with this Agreement or the transactions contemplated hereby.
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Related to OPERATIONAL INDEMNITIES

  • Professional Indemnity C11.1 The Contractor shall effect and maintain appropriate professional indemnity insurance cover of an amount not less than £5,000,000 per incident or such higher amount as the Authority may reasonably require during the Contract Period and shall ensure that all Contractor’s Personnel involved in the supply of the Services do the same. Such insurance shall be maintained for a minimum of six (6) years following the expiration or earlier termination of the Contract, unless the Contract has been entered into by way of a deed in which event the period shall be twelve (12) years.

  • General Indemnities 17.1 Currency In the event of any Finance Party receiving or recovering any amount payable under any of the Security Documents in a currency other than the Currency of Account, and if the amount received or recovered is insufficient when converted into the Currency of Account at the date of receipt to satisfy in full the amount due, the Borrower shall, on the Agent's written demand, pay to the Agent such further amount in the Currency of Account as is sufficient to satisfy in full the amount due and that further amount shall be due to the Agent on behalf of the Finance Parties as a separate debt under this Agreement.

  • Additional Indemnity In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

  • Additional Indemnity Provisions A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’ FEES. B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY’S COUNSEL.

  • Additional Indemnification (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

  • Mutual Indemnities ‌ Each party indemnifies the other Party for all Loss suffered or incurred by that other party arising from: (a) personal injury (including illness and disability) or death; and (b) damage to that other party’s physical property (up to the value of the damage to the damaged property); to the extent it is caused directly by the negligence of the indemnifying party in connection with this Agreement.

  • Professional Indemnity Insurance A policy of insurance to cover claims made against the insured for: civil liability for breach of professional duty (whether owed in contract or otherwise); and unintentional breaches of third party intellectual property, by the Contractor or its subcontractors in carrying out the Contractor's Activities.

  • Additional Indemnification Provisions (a) With respect to each indemnification obligation under this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.

  • General Indemnity Provisions No indemnifying party shall be liable under its indemnity agreement contained in Section 4.3 or 4.4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

  • Special Indemnity TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO THE STANDARD OF CARE, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES FROM ALL LOSSES AND CLAIMS OF LOSSES DUE TO CONTRACTOR’S MISCONDUCT, NEGLIGENCE, ERROR, OR OMISSION, MADE BY ANY THIRD PARTY, THAT IN ANY WAY ARISE OR RESULT FROM CONTRACTOR’S PROFESSIONAL SERVICES, INCLUDING CLAIMS OF PROFESSIONAL LIABILITY AND VIOLATION OF APPLICABLE LAWS. THE FOREGOING INDEMNITY SHALL BE THE “CONTRACTOR’S SPECIAL INDEMNIFICATION.”

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